Washington, D.C. 20549

                                  SCHEDULE TO
                                (Rule 14d-100)
                 Tender Offer Statement Under Section 14(d)(1)
          or Section 13(e)(1) of the Securities Exchange Act of 1934
                               (Amendment No. 3)


                               LANDS' END, INC.
                      (Name of Subject Company (Issuer))

                            INLET ACQUISITION CORP.
                         a wholly owned subsidiary of
                            SEARS, ROEBUCK AND CO.
                     (Names of Filing Persons (Offerors))

                    COMMON STOCK, PAR VALUE $.01 PER SHARE
                        (Title of Class of Securities)

                     (CUSIP Number of Class of Securities)
                           Anastasia D. Kelly, Esq.
                   Senior Vice President and General Counsel
                            Sears, Roebuck and Co.
                               3333 Beverly Road
                        Hoffman Estates, Illinois 60179
                          Telephone: (847) 286-2500
                 (Name, address and telephone number of person
                       authorized to receive notices and
                      communications on behalf of filing
                                With a copy to:
                             Gary P. Cullen, Esq.
                Skadden, Arps, Slate, Meagher & Flom (Illinois)
                             333 West Wacker Drive
                            Chicago, Illinois 60606
                           Telephone: (312) 407-0700

                           CALCULATION OF FILING FEE
===================================   ===================================

    Transaction Valuation*                   Amount of Filing Fee**

       $1,950,167,509.37                           $179,415.41
===================================   ===================================

*    Estimated for purposes of calculating the amount of the filing fee only,
     in accordance with Rule 0-11(d) under the Securities and Exchange Act of
     1934, as amended (the "Exchange Act"). The calculation of the transaction
     valuation assumes the purchase of 30,012,942 outstanding shares of common
     stock of Lands' End, Inc. at a purchase price of $62.00 per share. The
     transaction valuation also includes the offer price of $62.00 less
     $30.13, which is the average exercise price per share, multiplied by
     2,804,051, the estimated number of options outstanding.

**   The amount of the filing fee, calculated in accordance with Section 13(e)
     of the Exchange Act, equals $92 per million dollars of the transaction
     valuation. Sent by wire transfer to the Securities Exchange lockbox on
     May 16, 2002.

[X]  Check the box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number or the Form or Schedule and the date of its filing.

Previously Paid:    $  179,415.41     Filing party:    Sears,
                                                       Roebuck and Co. &
                                                       Inlet Acquisition
     Form or
Registration No.:   Schedule TO-T     Date Filed:      May 17, 2002

[_]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
     statement relates: [X] third-party tender offer subject to Rule 14d-1.

     [_] issuer tender offer subject to Rule 13e-4.

     [_] going-private transaction subject to Rule 13e-3.

     [_] amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]

     This Amendment No. 3 (the "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO (the "Statement"), originally filed with the
Securities and Exchange Commission (the "Commission"), as amended, by Inlet
Acquisition Corp., a Delaware corporation (the "Purchaser"), and Sears,
Roebuck and Co., a New York corporation ("Sears"), relating to the Purchaser's
offer to purchase all of the outstanding shares of common stock, par value
$.01 per share (the "Shares"), of Lands' End, Inc., a Delaware corporation
(the "Company"), at a purchase price of $62.00 per share, net to the seller in
cash. The terms and conditions of the offer are described in the Offer to
Purchase, dated May 17, 2002 (the "Offer to Purchase"), as amended, a copy of
which is filed as Exhibit (a)(1)(A) to the Statement, and the related Letter
of Transmittal and the instructions thereto, a copy of which is filed as
Exhibit (a)(1)(B) to the Statement (which, as they may be amended or
supplemented from time to time, together constitute the "Offer").

Item 4.  Terms of the Transaction.

     Item 4 is hereby amended and supplemented by incorporating by reference
the information set forth in the Offer to Purchase except that the information
under the heading "The Tender Offer-15. Certain Conditions of the Offer." in
the Offer to Purchase is hereby amended by deleting the first and last
paragraph in such section and replacing them with the following, respectively:

     "For purposes of this Section 15, capitalized terms used but not defined
herein will have the meanings set forth in the Merger Agreement.
Notwithstanding any other provision of the Offer, the Purchaser shall not be
required to accept for payment or, subject to any applicable rules and
regulations of the SEC, including Rule 14e-1(c) under the Exchange Act
(relating to the Purchaser's obligation to pay for or return tendered Shares
promptly after termination or withdrawal of the Offer), pay for any Shares
tendered pursuant to the Offer, and may terminate or amend the Offer and may
postpone the acceptance for payment of or, subject to the restriction referred
to above, payment for Shares tendered (in each case, in accordance with the
Merger Agreement), if at the expiration of the Offer (I) the Minimum Condition
shall not have been satisfied or, with the consent of the Company, waived
after the Offer has remained open for at least 20 business days, (II) any
applicable waiting period under the HSR Act shall not have expired or been
terminated, or (III) any of the following events shall have occurred and be

     "The foregoing conditions are for the sole benefit of the Purchaser and
Sears and may be asserted by the Purchaser or Sears regardless of the
circumstances giving rise to any such condition or may be waived by Sears or
the Purchaser in whole or in part at any time and from time to time in the
sole discretion of Sears or the Purchaser, except that the conditions in
clause (I) and paragraph (f) above may not be waived by Sears or the Purchaser
without the prior written consent of the Company. The determination of the
satisfaction or waiver of all conditions (other than those involving receipt
of necessary governmental approvals) must be made on or before the expiration
of the Offer. The failure by Sears or the Purchaser at any time to exercise
any of the foregoing rights shall not be deemed a waiver of any such right;
the waiver of any such right with respect to particular facts and
circumstances shall not be deemed a waiver with respect to any other facts and
circumstances; and each such right shall be deemed an ongoing right which may
be asserted at any time and from time to time up to the expiration of the


     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment is true, complete and

                                              SEARS, ROEBUCK AND CO.

                                              By:    /s/ Paul J. Liska
                                              Name:    Paul J. Liska
                                              Title:   Executive Vice
                                                       President and Chief
                                                       Financial Officer

                                              INLET ACQUISITION CORP.

                                              By:    /s/ W. Anthony Will
                                              Name:    W. Anthony Will
                                              Title:   Vice President and

Dated:  June 3, 2002